FAR LIMITED — AGM Information 2020

Apr 21, 2020

22 April 2020

Notice of Annual General Meeting

FAR Limited (ASX: FAR) is about to commence the dispatch of the Notice of Meeting relating to the Annual General Meeting of Shareholders to be held at 10:00am (AEST) on Wednesday, 27 May 2020 via Zoom webinar. A copy of a Shareholder letter and Notice of Meeting are attached, together with a copy of the shareholder proxy voting form. Copies of the documents have been lodged with the ASX today and are available on the company’s website www.far.com.au.

This announcement has been approved for release by the FAR Limited disclosure committee.

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22 April 2020

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Dear Shareholders,

I write to provide you with details of FAR Limited’s forthcoming Annual General Meeting for 2020, to be held at 10am on 27 May 2020.

At the time of writing we are all grappling with the impact of COVID‐19 on our community. The Board of FAR has determined that a virtual AGM represents the safest form of meeting for our shareholders and employees as gatherings of more than two people are not currently permitted.

The meeting will be held via ZOOM webcast. If you wish to join the meeting, please register by visiting our website at www.far.com.au. Further details can be found in the Notice of Meeting.

The directors encourage you to participate in the shareholder meeting by lodging a proxy form or voting online in advance of the meeting. Should you have any questions of the Company or its auditor, please send these in advance of the meeting by email to info@far.com.au using the subject header “AGM 2020 Question” by 20 May 2020.

The Australian and Victorian governments are implementing a wide range of measures to contain or delay the spread of COVID‐19. The situation is continually evolving, so please monitor the ASX and the Company’s website for any updates in relation to the AGM.

Yours sincerely,

Nicholas Limb Chairman

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Notice of Annual General Meeting and Explanatory Statement

For the Annual General Mee� ng to be held at 10.00am on Wednesday, 27 May 2020 by live webcast.

This is an important document. Please read it carefully.

IMPORTANT NOTICE: Due to the current COVID-19 related restric� ons on public gatherings the FAR Limited 2020 Annual General Mee� ng will be held online only.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Mee� ng of the shareholders of the Company will be held at 10.00am on Wednesday, 27 May 2020 via live webcast. Register to a� end the Zoom webcast at www.far.com.au

How to Vote

You may vote online or by proxy only.

Vo� ng by Proxy

To vote by proxy, please complete and sign the Proxy Form enclosed and either:

• send the Proxy Form by post to Computershare, GPO Box 242, Melbourne, Victoria 3001; or

• send the Proxy Form by facsimile to Computershare on facsimile number outside Australia +61 (3) 9473 2555 or within Australia 1800 783 447

Or

• for online vo� ng, visit www.investorvote.com.au and enter the 6 digit control number (183776) and your FAR Limited holder Id.

• for Intermediary Online subscribers only (custodians), visit www.intermediaryonline.com

so that it is received not later than 10.00am on Monday, 25 May 2020.

Proxy Forms received later than this � me will be invalid.

Ques� ons

You are encouraged to direct ques� ons to the Chairman or auditor by email at info@far.com.au so that they are received not later than 5.00pm Wednesday, 20 May 2020. Please use the email subject “2020 AGM Ques� on.”

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FAR LIMITED ABN 41 009 117 293 NOTICE OF ANNUAL GENERAL MEETING

No� ce is given that the Annual General Mee� ng of shareholders of FAR Limited ("Company") will be held at 10.00am on Wednesday, 27 May 2020. Register to a� end the Zoom webcast at www.far.com.au

AGENDA

ADOPTION OF FINANCIAL STATEMENTS

To receive the Annual Financial Report, including Directors’ declara� on and accompanying reports of the Directors and auditors, for the fi nancial year ending 31 December 2019.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fi t, to pass the following resolu� on as an ordinary resolu� on :

“That, for the purposes of Sec� on 250R(2) of the Corpora� ons Act and for all other purposes, the Company adopts the Remunera� on Report as set out in the Annual Report for the year ended 31 December 2019.”

The vote on Resolu� on 1 is advisory only and does not bind the Directors or the Company.

RESOLUTION 2 – RE-ELECTION OF DR JULIAN FOWLES

To consider and, if thought fi t, to pass the following resolu� on as an ordinary resolu� on :

“That Dr Julian Fowles, who re� res in accordance with the Company’s Cons� tu� on, being eligible for re-elec� on, be re-appointed as a director of the Company.”

RESOLUTION 3 – RE-ELECTION OF MR REGINALD NELSON

To consider and, if thought fi t, to pass the following resolu� on as an ordinary resolu� on :

“That Mr Reginald Nelson, who re� res in accordance with the Company’s Cons� tu� on, being eligible for re-elec� on, be re-appointed as a director of the Company.”

DATED THIS 22[nd] DAY OF APRIL 2020

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ELISHA LARKIN COMPANY SECRETARY

NOTES

1. Due to the current COVID-19 related restric� ons on public gatherings a shareholder of the Company en� tled to a� end and vote may only appoint the Chairman as their proxy.

2. For the purposes of the Corpora� ons Act, securi� es will be taken to be held by persons who are registered holders as at 7.00 pm on 25 May 2020.

3. If a proxy is not directed how to vote on an item of business, the proxy may vote or abstain from vo� ng on that resolu� on if they think fi t.

4. If a proxy is instructed to abstain from vo� ng on an item of business, the proxy is directed not to vote on the shareholder's behalf on the poll and the shares that are subject of the proxy appointment will not be counted in calcula� ng the required majority.

5. Shareholders who return their proxy forms with a direc� on on how to vote but do not nominate the iden� ty of their proxy will be taken to have appointed the Chairman of the mee� ng as their proxy to vote on their behalf.

6. If a proxy form is returned but the nominated proxy does not a� end the mee� ng or does not vote on the resolu� on, the Chairman of the mee� ng will act in place of the nominated proxy and vote in accordance with any instruc� ons.

7. Proxy appointments in favour of the Chairman that do not contain a direc� on on how to vote will be used where possible to support each of the resolu� ons proposed in this no� ce of mee� ng.

8. The proxy form must be signed by the member or his/her a� orney duly authorised in wri� ng or if the shareholder is a corpora� on in a ma� er permi� ed by the Corpora� ons Act or in accordance with the laws of that corpora� on's place of incorpora� on.

9. Proxies need to be returned as instructed on the proxy form to be received no later than 48 hours before the commencement of the mee� ng.

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VOTING EXCLUSIONS

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Company will disregard any votes cast on Resolu� on 1 by or on behalf of a member of the Company's key management personnel (“KMP”), details of whose remunera� on are included in the Remunera� on Report; or a closely related party of a KMP whether the votes are cast as a shareholder, proxy or in any other capacity. Sec� on 250R of the Corpora� ons Act prohibits a vote being cast in any such circumstance.

However, the Company will not disregard a vote cast by a member of the KMP (“KMP member”) or a closely related party of a KMP member if the vote is cast as a proxy; the proxy is appointed by wri� ng that specifi es how the proxy is to vote on Resolu� on 1; and the vote is not cast on behalf of a KMP member or a closely related party of a KMP member.

KMP members are those persons having authority and responsibility for planning, direc� ng and controlling the ac� vi� es of the Company, directly or indirectly, including any director (whether execu� ve or otherwise) of the Company.

If you are a KMP member or a closely related party of a KMP member (or are ac� ng on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as described above), you may commit an off ence by breaching the vo� ng restric� ons that apply to you under the Corpora� ons Act.

A closely related party of a KMP member means any of the following:

• a spouse or child of the KMP member;

• a child of the KMP member's spouse;

• a dependent of the KMP member or the KMP member's spouse;

• anyone else who is one of the KMP member's family and may be expected to infl uence the KMP member, or be infl uenced by the KMP member, in the KMP member's dealing with the Company;

• a company the KMP member controls; or

• a person prescribed by regula� ons (as at the date of this No� ce of Annual General Mee� ng, no such regula� ons have been prescribed).

The proxy form accompanying this No� ce of Annual General Mee� ng contains instruc� ons regarding how to complete the proxy form if a Shareholder wishes to appoint the Chairman as his or her proxy and to direct the Chairman to vote on the resolu� on to adopt the Remunera� on Report. You should read those instruc� ons carefully.

ENQUIRIES

Shareholders are invited to contact the Company Secretary, Elisha Larkin, on +61 (3) 9618 2550 or by email at info@far.com.au if they have any queries in respect of the ma� ers set out in these documents.

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EXPLANATORY STATEMENT

GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of the Company in connec� on with the Annual General Mee� ng of the Company to be held on Wednesday, 27 May 2020.

The purpose of this Explanatory Statement is to provide shareholders with informa� on that the Board believes to be material to shareholders in deciding whether or not to approve the above resolu� ons detailed in the No� ce.

This Explanatory Statement is an important document and should be read carefully in full by all Shareholders. If you have any ques� ons regarding the ma� ers set out in this Explanatory Statement or the preceding No� ce, please contact the Company, your stockbroker or other professional adviser.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Sec� on 250R(2) of the Corpora� ons Act requires the Company to put to the vote at the Annual General Mee� ng a resolu� on that the Remunera� on Report be adopted. The Company is also required to inform Shareholders in the No� ce of Annual General Mee� ng that a resolu� on to this eff ect will be put at the Annual General Mee� ng. The Remunera� on Report is contained within the Directors' Report in the Company’s Annual Report for the year ended 31 December 2019. It sets out the remunera� on policy for the Company and reports the remunera� on arrangements in place for the Managing Director, specifi ed execu� ves and the non-execu� ve Directors.

Shareholders are advised that, pursuant to sec� on 250R(3) of the Corpora� ons Act, the vote on this Resolu� on is advisory only and does not bind the Directors or the Company. Accordingly, the Company will not be required to alter any arrangements detailed in the Remunera� on Report, should the Remunera� on Report not be adopted.

If 25% or more of the votes cast on Resolu� on 1 are against adop� on of the Remunera� on Report, then:

• (a) if comments are made on the Remunera� on Report at the Annual General Mee� ng, the Company's remunera� on report for the fi nancial period ending 31 December 2020 will be required to include an explana� on of the Board's proposed ac� on in response or, if no ac� on is proposed, the Board's reasons for this; and

• (b) if, at the 2021 Annual General Mee� ng, 25% or more of the votes cast on the resolu� on for the adop� on of the remunera� on report for the fi nancial year ending 31 December 2020 are against its adop� on, the Company must put to its shareholders a resolu� on proposing that an extraordinary general mee� ng (“Spill Mee� ng”) be held within 90 days. Where a Spill Resolu� on is carried (i.e. more than 50% of the votes cast on the Spill Resolu� on are in favour of the Spill Resolu� on), the Directors generally (other than the Managing Director) will cease to hold offi ce immediately before the end of the Spill Mee� ng, unless they are re-elected at the Spill Mee� ng.

The Company recommends that members who submit proxies should consider giving “how to vote” direc� ons to their proxyholder on each resolu� on, including this Resolu� on 1. If you complete a proxy form that authorises the Chairman of the Annual General Mee� ng to vote on your behalf as a proxyholder, and you do not mark any of the boxes “for” or “against” or “abstain” so as to give the Chairman direc� ons about how your vote should be cast in rela� on to Resolu� on 1, your proxy appointment will automa� cally direct the Chairman to vote in favour of the resolu� on to adopt the Remunera� on Report and the Chairman will vote accordingly.

The Chairman intends to vote in favour of Resolu� on 1 where the Chairman is directed to do so by instruc� ons.

If you wish to appoint the Chairman as your proxyholder but you do not want to put the Chairman in the posi� on to cast your votes in favour of Resolu� on 1, you should complete the appropriate box on the proxy form, direc� ng the Chairman to vote against or abstain from vo� ng on Resolu� on 1.

2. RESOLUTION 2 – RE-ELECTION OF DR JULIAN FOWLES

In accordance with the Company's Cons� tu� on and the ASX Lis� ng Rules, Dr Julian Fowles re� res and being eligible for re-elec� on, off ers himself for re-elec� on at the Mee� ng.

The profi le of Dr Fowles is included below. The board considers Dr Fowles to be independent and free from any business or other rela� onship that could materially interfere with, the independent exercise of his judgement.

Dr Julian Fowles – Non-execu� ve Director

PhD, BSc (Hons), GDipAFI, GAICD

Dr Fowles was appointed as a director of FAR Limited in October 2019. He is a member of the Nomina� ons, Remunera� on, Audit and Risk commi� ees.

Experience

Dr. Fowles is a geologist with over 30 years’ experience across many opera� ng environments and regimes, including 17 years with Shell Interna� onal. Most recently Dr. Fowles was a senior execu� ve with Oil Search Limited, leading the PNG operated and non-operated oil and LNG produc� on and development businesses. He is a member of FAR’s audit, remunera� on, nomina� on and risk commi� ees.

Listed directorships

Central Petroleum Limited

The board has undertaken a review of Dr Fowles’ performance and, with Dr Fowles abstaining, unanimously recommends his re-elec� on.

3. RESOLUTION 3 – RE-ELECTION OF MR REGINALD NELSON

In accordance with the Company's Cons� tu� on and the ASX Lis� ng Rules, Mr Reginald Nelson re� res and being eligible for re-elec� on, off ers himself for re-elec� on at the Mee� ng. The profi le of Mr Nelson is included below. The board considers Mr Nelson to be independent and free from any business or other rela� onship that could materially interfere with, the independent exercise of his judgement.

Mr Reginald Nelson – Non-execu� ve Director

BSc, Hon Life Member Society of Explora� on Geophysicists, FAusIMM, FAICD

Mr Nelson was appointed as a director of FAR Limited in April 2015. He is Lead Independent Director and Chair of FAR’s audit and remunera� on commi� ees and a member of the nomina� on and risk commi� ees.

Experience

Mr Nelson is an explora� on geophysicist with over 50 years of experience in the petroleum and minerals industries and has served as a director of various ASX listed companies for 27 years. He held the posi� ons of Managing Director/CEO of Beach Energy Limited from 1995 to 2015. He is a former Chairman of the Australian Petroleum Produc� on and Explora� on Associa� on (APPEA) and is a recipient of APPEA’s Reg Sprigg Gold Medal award for outstanding services to the Australian oil and gas industry. He was appointed by the Premier of South Australia as Chairman of the South Australian Minerals and Petroleum Expert Group (SAMPEG) in December 2016 and is also an Emeritus Life Member of the Society of Explora� on Geophysicists (awarded 1989).

Listed directorships

Vintage Energy Limited

The board has undertaken a review of Mr Nelson’s performance and, with Mr Nelson abstaining, unanimously recommends his re-elec� on.

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ABN 41 009 117 293

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AEST) on Monday, 25 May 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Due to restrictions on social gatherings, you must nominate the Chairman of the Meeting as your proxy for this meeting .

Lodge your vote online at

www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

Control Number: 133776

SRN/HIN:

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

ATTENDING THE MEETING

The Annual General Meeting of FAR Limited will be held via ZOOM webcast at 10.00am (AEST) on Wednesday, 27 May 2020. Register to attend the ZOOM webcast at www.far.com.au.

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

260874_0_COSMOS_Sample_Proxy/000001/000001/i

to indicate your directions

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of FAR Limited hereby appoint

the Chairman of the Meeting

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of FAR Limited to be held by webcast on Wednesday, 27 May 2020 at 10:00am (AEST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 1 (except where I/we have indicated a different voting intention in step 2) even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 1 by marking the appropriate box in step 2.

	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Abstain
	Resolution 1 Adoption of Remuneration Report
	Resolution 2 Re-election of Dr Julian Fowles
	Resolution 3 Re-election of Mr Reginald Nelson

For Against Abstain

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary Update your communication details By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically Mobile Number Email Address (Optional) Date / /	/ /

FAR